SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Botteri Philippe

(Last)

(First)

(Middle)

C/O UIPATH, INC., 90 PARK AVE, 20TH FL

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2021

3. Issuer Name and Ticker or Trading Symbol
UiPath, Inc. [ PATH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	16,057⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	58,774,710	⁽²⁾	I	By Accel London V L.P.⁽³⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	2,570,880	⁽²⁾	I	By Accel London V L.P.⁽³⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	762,570	⁽²⁾	I	By Accel London V L.P.⁽³⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	24,186	⁽²⁾	I	By Accel London V L.P.⁽³⁾
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	895,290	⁽²⁾	I	By Accel London V Strategic Partners L.P.⁽³⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	39,150	⁽²⁾	I	By Accel London V Strategic Partners L.P.⁽³⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	11,610	⁽²⁾	I	By Accel London V Strategic Partners L.P.⁽³⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	368	⁽²⁾	I	By Accel London V Strategic Partners L.P.⁽³⁾
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	5,678,790	⁽²⁾	I	By Accel London Investors 2016 L.P.⁽⁴⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	248,400	⁽²⁾	I	By Accel London Investors 2016 L.P.⁽⁴⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	73,680	⁽²⁾	I	By Accel London Investors 2016 L.P.⁽⁴⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	2,337	⁽²⁾	I	By Accel London Investors 2016 L.P.⁽⁴⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	20,642,310	⁽²⁾	I	By Accel Growth Fund IV L.P.⁽⁵⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	6,122,730	⁽²⁾	I	By Accel Growth Fund IV L.P.⁽⁵⁾
Series C-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	827,211	⁽²⁾	I	By Accel Growth Fund IV L.P.⁽⁵⁾
Series C-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	660,711	⁽²⁾	I	By Accel Growth Fund IV L.P.⁽⁵⁾
Series D-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	185,880	⁽²⁾	I	By Accel Growth Fund IV L.P.⁽⁵⁾
Series D-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	31,212	⁽²⁾	I	By Accel Growth Fund IV L.P.⁽⁵⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	117,450	⁽²⁾	I	By Accel Growth Fund IV Strategic Partners L.P.⁽⁵⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	34,830	⁽²⁾	I	By Accel Growth Fund IV Strategic Partners L.P.⁽⁵⁾
Series C-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	4,707	⁽²⁾	I	By Accel Growth Fund IV Strategic Partners L.P.⁽⁵⁾
Series C-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	3,759	⁽²⁾	I	By Accel Growth Fund IV Strategic Partners L.P.⁽⁵⁾
Series D-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	1,056	⁽²⁾	I	By Accel Growth Fund IV Strategic Partners L.P.⁽⁵⁾
Series D-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	177	⁽²⁾	I	By Accel Growth Fund IV Strategic Partners L.P.⁽⁵⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	987,330	⁽²⁾	I	By Accel Growth Fund Investors 2016 L.L.C.⁽⁶⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	292,860	⁽²⁾	I	By Accel Growth Fund Investors 2016 L.L.C.⁽⁶⁾
Series C-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	39,564	⁽²⁾	I	By Accel Growth Fund Investors 2016 L.L.C.⁽⁶⁾
Series C-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	31,602	⁽²⁾	I	By Accel Growth Fund Investors 2016 L.L.C.⁽⁶⁾
Series D-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	8,889	⁽²⁾	I	By Accel Growth Fund Investors 2016 L.L.C.⁽⁶⁾
Series D-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	1,494	⁽²⁾	I	By Accel Growth Fund Investors 2016 L.L.C.⁽⁶⁾

Explanation of Responses:

1. Includes 16,057 Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Following the closing of the Issuer's initial public offering (IPO), 1/16th of the RSUs vest for each quarter of continuous service by the Reporting Person to the Issuer following March 16, 2021 and subject to continuous service through each such vesting date, and in each case subject to a performance based vesting condition satisfied upon the closing of the Issuer's initial public offering.

2. Each share of Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series D-1 Preferred Stock, Series D-2 Preferred Stock and Series E Preferred Stock will automatically convert into one share of Class A Common Stock immediately prior to the closing of the Issuer's IPO, and has no expiration date.

3. Accel London V Associates L.L.C., or ALA L.L.C., is the General Partner of Accel London V Associates L.P., which is the general partner of each of Accel London V L.P., and Accel London V Strategic Partners L.P. ALA L.L.C. has sole voting and investment power. Philippe Botteri, Hendrik Nelis, and Sonali de Rycker are the managers of ALA L.L.C. and share such powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.

4. ALA L.L.C. is the General Partner of Accel London Investors 2016 L.P. and has sole voting and investment power. Philippe Botteri, Hendrik Nelis, and Sonali de Rycker are the managers of ALA L.L.C. and share such powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.

5. Accel Growth Fund IV Associates L.L.C., or AGF4A, is the General Partner of both Accel Growth Fund IV L.P. and Accel Growth Fund IV Strategic Partners L.P., and has sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the Managing Members of AGF4A and share such powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.

6. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2016 L.L.C. and share the voting and investment powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney This Form 3 is the first of two Form 3s filed relating to the same event. Combined, the two reports report the holdings for the Reporting Person, a director of the Issuer and his indirect relationship to the following reporting persons the "Accel Reporting Persons": Accel London V L.P., Accel London V Strategic Partners L.P., Accel London Investors 2016 L.P., Accel London V Associates L.L.C., Accel Growth Fund IV L.P., Accel Growth Fund IV Strategic Partners L.P., Accel Growth Fund IV Associates L.L.C., Accel Growth Fund Investors 2016 L.L.C., Accel Leaders Fund L.P., Accel Leaders Fund Associates L.L.C., Accel Leaders Fund Investors 2016 L.L.C. This Form 3 has been split into two filings because there are more than 30 reportable holdings among the Accel Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 30 reportable holdings. Each Form 3 is filed by designated filer Exhibit 24 Power of Attorney.

	/s/ Brad Brubaker, Attorney-in-Fact	04/20/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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